FW: Docs sent to Lubell, Shaw, Guinere
The Pacifica Diversity Language Committee will be meeting early next week after we get a report back from attorney Lubell, which is due Monday night.
The meeting will be webcast live at kpftx.org

The following documents were sent to attorney Jonathan Lubell with a request to forward them to Ted Shaw and Lani Guinere for their comment.

1. Pacifica Mission Statement
2. DRAFT of PACIFICA BYLAWS DIVERSITY LANGUAGE 3. FINAL DRAFT LANGUAGE OF THE PACIFICA DIVERSITY LANGUAGE COMMITTEEThis doc is contains the language the committee considered in its meetings of 5/10 and 5/13 from which doc #2 was drawn. It includes Fertig and Hamanaka language.( Each paragraph is proceeded by the words "FERTIG LANGUAGE PREVAILED" or "HAMANAKA LANGUAGE PREVAILED".)o

Slide Shows/Photo

To establish a Foundation organized and operated exclusively for educational purposes no part of the net earnings of which inures to the benefit of any member of the Foundation.

To establish and operate for educational purposes, in such manner that the facilities involved shall be as nearly self-sustaining as possible, one or more radio broadcasting stations licensed by the Federal Communications Commission and subject in their operation to the regulatory actions of the Commission under the Communications Act of 1934, As Amended.

In radio broadcasting operations to encourage and provide outlets for the creative skills and energies of the community; to conduct classes and workshops in the writing and producing of drama; to establish awards and scholarships for creative writing; to offer performance facilities to amateur instrumentalists, choral groups, orchestral groups and music students; and to promote and aid other creative activities which will serve the cultural welfare of the community.

In radio broadcasting operations to engage in any activity that shall contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors; to gather and disseminate information on the causes of conflict between any and all of such groups; and through any and all means compatible with the purposes of this corporation to promote the study of political and economic problems and of the causes of religious, philosophical and racial antagonisms.

In radio broadcasting operations to promote the full distribution of public information; to obtain access to sources of news not commonly brought together in the same medium; and to employ such varied sources in the public presentation of accurate, objective, comprehensive news on all matters vitally affecting the community.

Here is draft bylaws language excerpted from the huge text of bylaws, intended to reflect those specific provisions of the bylaws which have been reviewed and recommended by a majority vote of the Pacifica Bylaws Diversity Language Committee, up to and including the meeting of May 13, 2003.

ARTICLE THREE
MEMBERS OF THE FOUNDATION
...

SECTION 10. RECORD DATE

The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members, or 45 days before the taking of any other action, as applicable. However, for the 2003 elections for Local Station Boards, the record date for the same purpose shall be thirty (30) days before the date on which the first written ballot is distributed, or made available, to the members.

ARTICLE FOUR...

SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS

Prior to the opening of nominations for Delegates in any election year (prior to July 25th), the local Committee of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates so that the candidate pool composition shall be reasonably demographically consistent with that of the local station signal area, also recognizing the need to include historically underrepresented groups.

At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool of candidates to determine whether the diversity goals have been met. If the local COI determines that the diversity goals for the candidate pool(s) have not been met, the nomination period SHALL be extended for two weeks -until October 9th -; and if the diversity goals have still not been met the nomination period SHALL be extended for a second two weeks -until October 23rd -; provided, however, that the local COI must notify the local Elections Supervisor of any extension not later than three days after the close of nominations or any extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not later than September 28 th for a first extension, and not later than October 12th for a second extension, if any). The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension of the nominations period, the local COI and other appropriate local committees will be expected to conduct additional outreach efforts to under represented groups to enhance the diversity of the pool of candidates. If after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go forward regardless of the composition of the candidate pools

Demographics shall be ascertained from governmental, academic and community sources, such as the U.S. Census Bureau, local government, local universities and organizations.

SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY

After the election of Delegates in any given election year, the local COI shall evaluate the composition of the Local Station Board (including all the recently elected Delegates elected by the Listener-Sponsor Members and Staff Members) to determine whether the LSB, as constituted, meets that COI's previously-set diversity goals for Delegate candidate pools.

Within one week of the close of the election, the Local COI shall issue a written report reflecting its finding. This report shall be issued publicly, it shall be provided to the Chair of the LSB and the Foundation, as well as being posted at the applicable station and on its website. In the event the Local COI finds the Local Station Board as constituted does not meet the COI's diversity goals for the local station signal area, then it may seat up to five additional candidates onto the LSB. Said additionally seated candidates shall be those unelected candidates who gained the highest number of votes in each category defined by the relevant COI as requiring additional representation after the election in order to meet the diversity goals. Such additionally seated candidates shall be automatically designated, without discretion by the COI, in the following sequence: First, those in categories with no current or just-elected Delegates, and second, those in categories with one or more Delegates but not enough to fulfill the relevant goal, starting with those categories which fall furthest short. In the event that there are more categories with no Delegates than there are available seats, the added seats shall be designated to the h! ighest vote-getters until the seats run out. In the event that there are more categories with inadequate numbers of Delegates than there are available seats, the added seats shall be designated to the highest vote-getters until the seats run out. There shall be no more than five such added seats on the LSB at any one time, consistne with Section 2 of Article 7. In order to roughly maintain the 1/4 ratio of Staff Delegates to Listener-Sponsor Delegates, the first two Delegates selected, if any, shall be drawn from the Listener-Sponsor candidates, the third Delegate selected, if any, shall be drawn from the Staff candidates, and the fourth and fifth Delegates selected, if any, shall drawn be from the Listener-Sponsor candidates.

No person shall be named to an added delegate seat who does not receive at least 10% of the number of minimum votes required to be directly elected in the same election. In the event that there are no eligible candidates remaining in the appropriate pool who are needed to meet the COI's diversity goals, then no further appointments shall be made.

SECTION 10. TRANSITION ELECTION OF DELEGATES

Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws.

For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one Director, three of the current Local Advisory Board Members from each radio station who shall, by Single Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI members. These local Committees of Inclusion shall have FOUR weeks after the opening of nominations to set diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a Delegate (except that if all the current interim Directors from a station area intend to run for election, then one of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and if there are not three LAB members who do not intend to run for election, then three LAB members shall be chosen by lot to serve on the local Committee of Inclusion).

For purposes of this transition election, only, on each LSB, the 3 staff delegates and 9 listener-sponsor delegates receiving the highest number of winning votes shall serve until said LSB's December 2004 meeting to seat new delegates, unless re-elected or sooner removed pursuant to these bylaws. Beginning with the 2004 election for delegates, said delegate elections shall thereafter proceed in accordnace with the remainder of the non-transitional election provisions herein.

SECTION 11. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term.

ARTICLE FIVE
BOARD OF DIRECTORS OF THE FOUNDATION

SECTION ?

The PNB shall work with the Committees of Inclusion to develop anti-racism and anti-sexism training for Pacifica management, staff, programmers, boards and committees.

After the election of Station Representative Directors in any given election year, the National COI shall evaluate the composition of the Board of Directors (Board) to determine whether the Board, as constituted, meets that Committee's national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5.

Within one week of the close of the election, the National COI shall issue a written report reflecting its findings. This report shall be issued publicly, it shall be provided to the Chair of each LSB and the Foundation, as well as being posted at the applicable station and on their websites. In the event the National COI finds the Board as constituted has not met the diversity goals as described above, then it shall invoke in its report the requirement that the Board Secretary must notify the Chairs of the five Local Station boards to immediately convene their respective radio station delegates "prior to the January Board meeting" to nominate and elect by the instant runoff voting method a fifth director from among each radio station's delegates, in order to implement the National COI's diversity goals. Any such additional Station Representative directors may be either Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year and then to seat those additional five Station Representative Directors for terms that shall expire the following January.

SECTION 6. TRANSITION ELECTION

Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors -three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate LSB shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In the event that those twenty (20) Directors, taken as a whole, are deemed by the National COI not to meet its national diversity goals based on the demographics of the combined signal areas of Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5, then the provisions of Section 3.D, above, shall apply, except that the additional five Directors shall be immediately elected by the radio station Delegates and seated at the first meeting of the newly elected Board and a resolution of the new Board expanding the number of Station Representative Directors to twenty-five (25) until January 2005 shall be adopted by the new Board at its first meeting. In addition, nominations for the two (2) Affiliate Directors shall be opened.

ARTICLE EIGHT
OTHER COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 4. COMMITTEES OF INCLUSION

The Foundation shall require diversity throughout its institutional structures.

For the purpose of developing and monitoring diversity, there shall be established a standing committee of the Board called the "National Committee of Inclusion" ("COI"). The National COI shall have five local subcommittees known as "Local Committees of Inclusion". The local COIs shall each consist one Director and three LSB members who shall be elected in January each year by their respective LSBs using the single transferable voting method. Those four shall choose at least three and not more than eleven additional local COI members each year who have affirmed their support for the foundation's mission. The National COI shall be made up of the Directors from each Local COI and two additional Local COI members elected by the Local COI using the Single Transferable Voting method. In electing local and National COI members, the LSBs and Local COIs, respectively, shall apply demographic data as set forth in Article 4, Section 5, with the goal of the fullest inclusion of members of societally under represented and disenfranchised groups. To avoid actual or potential conflicts of interest, no member of a COI may run for election as a local station Delegate while serving on the local COI, and s/he must resign from the COI immediately should s/he commence gathering nomination signatures for his/her candidacy as a Delegate.

Any and all actions of the National Committee of Inclusion or any of its local subcommittees may be overridden by the Board of Directors if it deems it appropriate or necessary.

The National COI shall: (a) monitor the diversity of the national staff and the Board of Directors and its committees and make recommendations for improvements, (b) monitor the diversity goals throughout all Pacifica network stations, and (c) communicate closely with the Local COIs regarding their progress toward their diversity goals.

Local COIs shall monitor inclusion of under-represented communities in their station programming, volunteer staff, and paid staff. They will also monitor Delegate election candidates and will work with the appropriate local LSB committees to improve the diversity of Delegate election candidates.

Local COIs shall help establish and monitor diversity goals in consultation with station management and volunteer committees. These diversity goals will be published and maintained in each respective signal area. Communities deemed to be under-represented by the local COIs will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSBs and LSB committees, and station management. Station management and the LSB committees shall take all steps reasonably necessary to achieve inclusion of these communities in their future decisions about staffing, programming, committee membership, and Delegate candidate outreach and recruitment.

Local station management and LSB committees shall report quarterly to the local COIs, the National COI, and the LSBs on the status of diversity goals within their respective signal areas. The National COI shall query and monitor signal areas with identified under-represented communities about their plans for addressing these communities. Where necessary and with due notice, the Board may suggest or direct managers and committees to implement specific measures to attain the applicable diversity. The Board and National COI will assist and encourage station managers and committees in finding new ways to improve recruitment efforts in their respective signal areas in an effort to achieve diversity goals.All Committees of Inclusion shall operate in adherence to the Foundation Bylaws and policies. The National Committee of Inclusion shall develop a written document for approval by the Board of Directors which shall be called "Committees of Inclusion Operational Guidelines" that describes the committees' charge and policies regarding implementation of that charge.

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3. FINAL DRAFT LANGUAGE OF THE PACIFICA DIVERSITY LANGUAGE COMMITTEE

Each paragraph is proceeded by the words "FERTIG LANGUAGE PREVAILED" or "HAMANAKA LANGUAGE PREVAILED".

FINAL DRAFT LANGUAGE OF THE PACIFICA DIVERSITY LANGUAGE COMMITTEE

Note:
Language drafted by Rosenberg and Hamanaka is in bold. (Note: it is underlined as well for those who do not receive html formatting)

Language drafted by Fertig is in [brackets] **************************************

ARTICLE 4
SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS

FERTIG'S LANGUAGE PREVAILED (i.e. the language in bold was rejected)In order to fulfill the Foundation's mission to "contribute to a lasting understanding between nations and between the individuals of all nations, races, creeds and colors," each Local Station Board shall include members of societally underrepresented and disenfranchised groups.
In furtherance of this mandate, prior to the opening of nominations for Delegates in any election year (prior to July 25th), the local Committee of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates [so that the candidate pool composition shall be reasonably demographically consistent with that of the local station signal area, also recognizing the need to include historically underrepresented groups.]These goals shall be based upon categories found in human rights laws (race, nationality, religion, gender, sexual orientation and disability) and demographics guided by census categories (black/African American, Hispanic/Latino, Asian/Pacific Islander, Native American), applying demographic data with the goal of the fullest inclusion of members of societally underrepresented and disenfranchised groups.

CORRECTION: THE FOLLOWING PARAGRAPH WAS MOVED after a vote on 5/13/03.
[Hamanaka proposed following para. be moved from below, but it failed] : DEMOGRAPHICS SHALL BE ASCERTAINED FROM GOVERNMENTAL, ACADEMIC AND COMMUNITY SOURCES, SUCH AS THE U.S. CENSUS BUREAU, LOCAL GOVERNMENT, LOCAL UNIVERSITIES AND ORGANIZATIONS [delete: SUCH AS THE NAACP AND MALDEF].

HAMANAKA LANGUAGE PREVAILED:At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool of candidates to determine whether the diversity goals have been met. If the local COI determines that the diversity goals for the candidate pool(s) have not been met, the nomination period shall[may] be extended for two weeks -until October 9th -[in the discretion of the local COI]; and if the diversity goals have still not been met the nomination period shall[may] be extended for a second two weeks -until October 23rd -[in the discretion of the local COI]; provided, however, that the local COI must notify the local Elections Supervisor of any extension not later than three days after the close of nominations or any extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not later than September 28th for a first extension, and not later than October 12th for a second extension, if any). The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension of the nominations period, the local COI and other appropriate local committees will be expected to conduct additional outreach efforts to under represented groups to enhance the diversity of the pool of candidates. If after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go forward regardless of the composition of the candidate pools

SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY

HAMANAKA LANGUAGE PREVAILED:

AFTER the election of Delegates in any given election year, THE LOCAL COI SHALL EVALUATE THE COMPOSITION OF THE LOCAL STATION BOARD (INCLUDING all the RECENTLY ELECTED Delegates elected by the Listener-Sponsor Members and Staff Members) TO DETERMINE WHETHER THE LSB, AS CONSTITUTED, meets that COI's previously-set diversity goals for Delegate candidate pools [ADEQUATELY REFLECTS THE DEMOGRAPHICS of the APPLICABLE SIGNAL AREA].

HAMANAKA LANGUAGE PREVAILED: (NOTE: the language was expanded for clarity, so it's different from the last version you saw)

WITHIN ONE WEEK of THE CLOSE OF THE ELECTION, THE LOCAL COI SHALL ISSUE A WRITTEN REPORT REFLECTING ITS FINDINGS.THIS REPORT shall be ISSUED PUBLICLY, IT SHALL BE PROVIDED to THE CHAIR OF THE LSB AND THE FOUNDATION, AS WELL AS BEING POSTED AT THE APPLICABLE STATION AND ON ITS WEBSITE. IN THE EVENT THE LOCAL COI FINDS THE LOCAL STATION BOARD AS CONSTITUTED does not meet the COI's diversity goals for [IS NOT REASONABLY DEMOGRAPHICALLY CONSISTENT WITH THE DEMOGRAPHICS OF] THE LOCAL STATION SIGNAL AREA, THEN IT MAY SEAT UP TO FIVE ADDITIONAL CANDIDATES ONTO THE LSB. SAID ADDITIONALLY SEATED CANDIDATES SHALL BE THOSE UNELECTED CANDIDATES WHO GAINED THE HIGHEST NUMBER OF VOTES [WHO ARE EITHER WOMEN OR MEMBERS OF HISTORICALLY UNDERREPRESENTED GROUPS] in each category defined by the relevant COI as requiring additional representation after the election in order to meet the diversity goals. Such additionally seated candidates shall be automatically designated, without discretion by the COI, in the following sequence: First, those in categories with no current or just-elected Delegates, and second, those in categories with one or more Delegates but not enough to fulfill the relevant goal, starting with those categories which fall furthest short. In the event that there are more categories with no Delegates than there are available seats, the added seats shall be designated to the h! ighest vote-getters until the seats run out. In the event that there are more categories with inadequate numbers of Delegates than there are available seats, the added seats shall be designated to the highest vote-getters until the seats run out.THERE SHALL BE NO MORE THAN FIVE such ADDED SEATS ON the LSB at any ONE TIME, CONSISTENT WITH SECTION 2 OF ARTICLE 7.

In order to roughly maintain the 1/4 ratio of Staff Delegates to Listener-Sponsor Delegates, the first two Delegates selected, if any, shall be drawn from the Listener-Sponsor candidates, the third Delegate selected, if any, shall be drawn from the Staff candidates, and the fourth and fifth Delegates selected, if any, shall drawn be from the Listener-Sponsor candidates.

HAMANAKA LANGUAGE PREVAILED:

NO PERSON SHALL BE NAMED TO AN ADDED DELEGATE SEAT WHO DOES NOT RECEIVE AT LEAST 10% OF THE NUMBER OF MINIMUM VOTES REQUIRED TO BE DIRECTLY ELECTED IN THE SAME ELECTION. In the event there are no ELIGIBLE CANDIDATES REMAINING IN THE APPROPRIATE POOL WHO are needed to meet the COI's diversity goals[ARE EITHER WOMEN OR MEMBERS OF HISTORICALLY UNDERREPRESENTED GROUPS], THEN NO FURTHER APPOINTMENTS SHALL BE MADE.

SECTION 10. TRANSITION ELECTION OF DELEGATES
Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12, 2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by resolution, shall establish a nomination and election time frame for said elections, which time frame may be shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws.

COMPROMISE NUMBER INSERTED:

For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one Director, three of the current Local Advisory Board Members from each radio station who shall, by Single Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI members. These local Committees of Inclusion shall have FOUR weeks after the opening of nominations to set diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a Delegate (except that if all the current interim Directors from a station area intend to run for election, then one of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and if there are not three LAB members who do not intend to run for election, then three LAB members shall be chosen by lot to serve on the local Committee of Inclusion).

FOR PURPOSES OF THIS TRANSITION ELECTION, ONLY, ON EACH LSB, THE 3 STAFF DELEGATES AND 9 LISTENER-SPONSOR DELEGATES RECEIVING THE HIGHEST NUMBER OF WINNING VOTES SHALL SERVE UNTIL SAID LSB'S DECEMBER 2004 MEETING TO SEAT NEW DELEGATES, UNLESS RE-ELECTED OR SOONER REMOVED PURSUANT TO THESE BYLAWS. BEGINNING WITH THE 2004 ELECTION FOR DELEGATES, SAID DELEGATE ELECTIONS SHALL THEREAFTER PROCEED IN ACCORDANCE WITH THE REMAINDER OF THE NON-TRANSITIONAL ELECTION PROVISIONS HEREIN.

SECTION 11. DELEGATES'TERMS OF OFFICE; TERM LIMITS
A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a maximum of two consecutive 3-year terms. A Delegate shall not be eligible for further service as a Delegate until one year has elapsed after the termination of the Delegate's second consecutive three-year term. CORRECTION: DELETE THE FOLLOWING:[Notwithstanding the foregoing, if a Delegate is selected for diversity reasons, his/her term shall expire upon the completion of the next election of Delegates (in one or two years, as applicable), and any Delegate who is selected for a term for diversity purposes may subsequently be elected for two consecutive 3-year terms; provided, however, that in no event shall a Delegate serve longer than eight consecutive years.]

ARTICLE FIVE
BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1.HAMANAKA LANGUAGE ADDED:F.THE BOARD OF DIRECTORS SHALL WORK WITH THE COMMITTEES OF INCLUSION TO DEVELOP NATIONAL ANTI-RACISM AND ANTI-SEXISM TRAINING WITHIN PACIFICA FOR STAFF, MGMT, PROGRAMMERS, BOARDS AND COMMITTEES

SECTION 3. NOMINATION AND ELECTION OF STATION REPRESENTATIVE DIRECTORS

A. NOMINATION
Any current Delegate of any class of Members may nominate any other current Delegate of any class of Members serving the same radio station for the office of Director, provided that the nominee has served at least one year as a Delegate for that radio station. Said nominations shall be given in writing to the Recording Secretary for the radio station Local Station Board ("LSB") by December 31 prior to the election of Directors in January.

B. ELECTION
The Delegates for each radio station shall meet annually in late December or early January to elect four Directors to represent that radio station on the Board. The Delegates of both classes of Members, voting together, shall elect three Listener-Sponsor Directors using the Single Transferable Voting method, and shall elect one Staff Director using the Instant Runoff Voting method, to represent that radio station on the Board. The Staff Director must be a Staff Delegate. The Listener-Sponsor Directors must be Listener-Sponsor Delegates.

C. SEATING OF STATION REPRESENTATIVE DIRECTORS
Seating newly elected Station Representative Directors shall be the first order of business at the Meeting of the Board of Directors held in January each year.

HAMANAKA LANGUAGE PREVAILED:

D. DIVERSITY; ADDITIONAL STATION REPRESENTATIVE DIRECTORS
AFTER the ELECTION OF Station Representative Directors IN ANY GIVEN ELECTION YEAR, THE NATIONAL COI shall EVALUATE THE COMPOSITION OF THE BOARD OF DIRECTORS (BOARD) TO DETERMINE WHETHER THE BOARD, AS CONSTITUTED, meets that Committee's national diversity goals based on[ADEQUATELY REFLECTS] the DEMOGRAPHICS of the COMBINED SIGNAL AREAS OF PACIFICA-OWNED RADIO STATIONS, using the same methods set forth in Article 4, Section 5.

WITHIN ONE WEEK OF THE CLOSE OF THE ELECTION, THE NATIONAL COI SHALL ISSUE A WRITTEN REPORT REFLECTING ITS FINDINGS. THIS REPORT SHALL BE ISSUED PUBLICLY, IT SHALL BE PROVIDED TO THE CHAIR OF EACH LSB AND THE FOUNDATION, AS WELL AS BEING POSTED AT EACH STATION AND ON THEIR WEBSITES. IN THE EVENT THE NATIONAL COI FINDS THE BOARD AS CONSTITUTEDhas not met the diversity goals [IS NOT REASONABLY DEMOGRAPHICALLY CONSISTENT WITH THE DEMOGRAPHICS] AS DESCRIBED ABOVE, THEN IT SHALL INVOKE IN ITS REPORT THE REQUIREMENT THAT THE BOARD SECRETARY MUST NOTIFY THE CHAIRS OF THE FIVE LOCAL STATION BOARDS TO IMMEDIATELY CONVENE THEIR RESPECTIVE RADIO STATION DELEGATES -PRIOR TO THE JANUARY BOARD MEETING -TO NOMINATE AND ELECT BY THE INSTANT RUNOFF VOTING METHOD A FIFTH DIRECTOR FROM AMONG EACH RADIO STATION'S DELEGATES,in order to implement the National COI's[BEARING IN MIND THE BOARD'S] DIVERSITY GOALS. Any such additional Station Representative directors may be either Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year and then to seat those additional five Station Representative Directors for terms that shall expire the following January.

HAMANAKA LANGUAGE PREVAILED:

SECTION 6. TRANSITION ELECTION
Following the adoption of these Bylaws, and within the time frame established by the interim Board, and following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates from each station area shall meet and elect four (4) Directors -- three (3) of whom shall be Listener-Sponsor Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this Article, one year's previous service as a Delegate LSB shall not be an eligibility requirement. The term of these Station Representative Directors shall expire upon the election and seating of their successors in January 2005. In the event that those twenty (20) Directors, taken as a whole, are DEEMED BY THE NATIONAL COI not TOmeet its national diversity goals based on[ADEQUATELY REFLECT] THE DEMOGRAPHICS OF THE COMBINED SIGNAL AREAS OF PACIFICA-OWNED RADIO STATIONS, using the same methods set forth in Article 4, Section 5,then the provisions of Section 3.D, above, shall apply, except that the additional five Directors shall be immediately elected by the radio station Delegates and seated at the first meeting of the newly elected Board and a resolution of the new Board expanding the number of Station Representative Directors to twenty-five (25) until January 2005 shall be adopted by the new Board at its first meeting. In addition, nominations for the two (2) Affiliate Directors shall be opened.

For the purpose of developing and monitoring diversity, there shall be established a standing committee of the Board called the "National Committee of Inclusion" ("COI"). The National COI shall have five local subcommittees known as "Local Committees of Inclusion." The local COIs shall each consist one Director and three LSB members who shall be elected in January each year by their respective LSBs using the single transferable voting method. Those four shall choose [at least three and not more than] eleven additional local COI members each year who have affirmed their support for the Foundation's mission. The National COI shall be made up of the Directors from each Local COI and two additional Local COI members elected by the Local COI using the Single Transferable Voting method. In electing local and National COI members, the LSBs and local COIs, respectively, shall apply demographic data as set forth in Article 4, Section 5, with the goal of the fullest inclusion of members of societally underrepresented and disenfranchised groups. [The Committees of Inclusion shall BE REASONABLY REFLECTIVE of THE COMBINED DEMOGRAPHICS of THE SIGNAL AREAS OF ALL RADIO STATIONS OWNED BY PACIFICA, and shall include other disenfranchised or under represented MEMBERS OF HISTORICALLY UNDER-REPRESENTED groups]. To avoid actual or potential conflicts of interest, no member of a COI may run for election as a local station Delegate while serving on the local COI, and s/he must resign from the COI immediately should s/he commence gathering nomination signatures for his/her candidacy as a Delegate.

[Note: Move the following para. higher, to Article 4, Section 5, para. 3]
DEMOGRAPHICS SHALL BE ASCERTAINED FROM GOVERNMENTAL, ACADEMIC AND COMMUNITY SOURCES, SUCH AS THE U.S. CENSUS BUREAU, LOCAL GOVERNMENT, LOCAL UNIVERSITIES AND ORGANIZATIONS [delete: SUCH AS THE NAACP AND MALDEF].

Any and all actions of the National Committee of Inclusion or any of its local subcommittees may be overridden by the Board of Directors if it deems it appropriate or necessary.

FERTIG LANGUAGE PREVAILED:

The National COI shall: (a) monitor the diversity of the national staff and the Board of Directors and its committees and make recommendations for improvements, (b) set and implement diversity goals for the Board of Directors as set forth in Article 5, Sections 3 and 6, (c) [(b)] monitor the diversity goals throughout all Pacifica network stations, and (d) [(c)] communicate closely with the Local COIs regarding their progress toward their diversity goals.

FERTIG LANGUAGE PREVAILED:

Local COIs shall monitor inclusion of under-represented communities in their station programming, volunteer staff, and paid staff. They will also monitor Delegate election candidates, [and will] work with the appropriate local LSB committees to improve the diversity of Delegate election candidates, set diversity goals for Delegate candidate pools and Local Station Boards, and carry out such other responsibilities regarding Delegate elections as set forth in Article 4, Sections 5, 7 and 10.

FERTIG LANGUAGE PREVAILED: (NOTE: FERTIG OFFERS THE FOLLOWING LANGUAGE:"SHALL TAKE ALL STEPS REASONABLY NECESSARY TO ACHIEVE INCLUSION OF THESE COMMUNITIES" (replaces language in [brackets])

Local COIs shall help establish and monitor diversity goals in consultation with station management and volunteer committees. These diversity goals will be published and maintained in each respective signal area. Communities deemed to be under-represented by the local COIs will be identified and the extent of their under-representation shall be communicated to the Board, the respective LSBs and LSB committees, and station management. Station management and the LSB committees shall adhere to the diversity goals set by the relevant COI [will be expected to consider these communities] in their future decisions about staffing, programming, committee membership, and Delegate candidate outreach and recruitment.

Local station management and LSB committees shall report quarterly to the local COIs, the National COI, and the LSBs on the status of diversity goals within their respective signal areas. The National COI shall query and monitor signal areas with identified under-represented communities about their plans for addressing these communities. Where necessary and with due notice, the Board may suggest or direct managers and committees to implement specific measures to attain the diversity goals of the relevant local or National COI [improve the status of under-represented communities in their respective signal areas]. The Board and National COI will assist and encourage station managers and committees in finding new ways to improve recruitment efforts in their respective signal areas in an effort to achieve diversity goals.

The Committees of Inclusion shall serve as a liaison to and between management, volunteers, Listener-Sponsor and Staff Members, and the community at large to establish and maintain DIVERSITY in all Foundation programming, committee membership, and candidate outreach in conformity with each COI's diversity goals [CALCULATED TO ACHIEVE RESULTS REASONABLY CONSONANT WITH THE DEMOGRAPHIC MAKEUP OF THE APPLICABLE SIGNAL AREA(S) SERVED, PAYING PARTICULAR ATTENTION TO INCLUSION OF HISTORICALLY UNDER-REPRESENTED GROUPS].

All Committees of Inclusion shall operate in adherence to the Foundation Bylaws and policies. The National Committee of Inclusion shall develop a written document for approval by the Board of Directors which shall be called "Committees of Inclusion Operational Guidelines" that describes the committees' charge and policies regarding implementation of that charge.

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ARTICLE 3 - MEMBERS OF THE FOUNDATION
SECTION 10 - Record Date

[Add one extra sentence to the end of the section:]

The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or made available, to the Members or 45 days before the taking of any other action, as applicable. However, for the 2003 elections for Local Station Boards, the record date for the same purposes shall be thirty (30) days before the day on which the first written ballot is distributed, or made, available to the Members.